STOCKHOLDERS' EQUITY | The authorized capital stock for the Company is 51,100,000 shares, consisting of (i) 50,000,000 shares of common stock, par value $0.0001 and (ii) 1,000,000 shares of preferred stock, par value $0.0001, and (iii) 100,000 shares of class A common stock, par value $0.0001. Of the authorized shares, 24,650,083 and 24,344,122 shares of common stock were outstanding as of May 31, 2019 and 2018, respectively. No shares of preferred stock or Class A common stock were outstanding at May 31, 2019 and 2018. Stock-Based Compensation In December 2009, the Company adopted the 2009 Stock Option and Compensation Plan (the “2009 Plan”), pursuant to which the Company may grant restricted stock awards, restricted stock units and stock options to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Grants are issued at prices determined by the compensation committee, generally equal to the closing price of the stock on the date of the grant, vest over various terms (generally two years), and expire ten years from the date of the grant. The 2009 Plan allows vesting based upon performance criteria. Certain option and share awards provide for accelerated vesting if there is a change in control of the Company (as defined by the 2009 Plan). The fair value of stock options granted is calculated using the Black-Scholes option pricing model. Share options issued under the 2009 Plan may be incentive stock options or nonqualified stock options. At May 31, 2019 and 2018, all stock options issued have been nonqualified stock options. A total of 1,300,000 shares were authorized by the 2009 Plan. Shares forfeited or canceled are eligible for reissuance under the 2009 Plan. At May 31, 2019, no shares of common stock remain available under the 2009 Plan. In 2013, the Company adopted the 2013 Restricted Stock Unit Plan (the “2013 Plan”) authorizing the issuance of up to 750,000 shares of the Company’s stock to participants in the 2013 Plan. The 2013 Plan terminated upon the stockholders approval of the 2018 Plan (as defined below) at the Company’s 2018 annual meeting of stockholders held on October 9, 2018. At the Company’s 2018 annual meeting of stockholders, the stockholders also approved the 2018 Stock Option and Compensation Plan (the “2018 Plan”). The 2018 Plan designates 1,800,000 shares of the Company’s common stock to aid the Company in recruiting and retaining employees and to align the interests of employees, officers and directors with those of the Company’s stockholders. The Company may grant restricted stock awards, restricted stock units, stock options, stock appreciation rights, stock awards and other stock-based awards. The 2018 Plan expires ten years from its inception date. At May 31 2019, 1,558,889 shares of common stock remain available for issuance under the 2018 Plan. Restricted stock The fair value of restricted stock awards was calculated using the Company’s stock price as of the associated grant date, and the expense is accrued ratably over the vesting period of the award. During the year ended May 31, 2018, the Company awarded 52,615 restricted stock awards with time-based vesting at a grant date fair value of $2.10 per share to members of the board of directors; 5,000 shares vested on the issuance date, October 3, 2017. The remaining 47,615 shares vested one year from grant date. During the year ended May 31, 2019, the Company awarded 113,635 restricted stock awards with time-based vesting at a grant date fair value of $0.88 per share to members of the board of directors. These shares vest one year from the October 9, 2018 grant date and require board service for the entire year. Compensation expense associated with restricted stock awards totaled $98, $112, and $91 for the years ended May 31, 2019 and 2018, respectively. At May 31, 2019, unamortized compensation cost of restricted stock awards totaled $36. The unamortized cost is expected to be recognized over a weighted-average period of 0.4 years as of May 31, 2019. A summary of restricted share awards activity as of May 31, 2019 and 2018, and the changes during the years then ended is presented below: Restricted Shares Shares Weighted Average Grant Date Fair Value Non-vested shares at May 31, 2017 46,945 $ 1.96 Granted 52,615 2.1 Vested -51,945 1.97 Forfeited 0 0 Non-vested shares at May 31, 2018 47,615 $ 2.10 Granted 113,635 0.88 Vested -47,615 2.1 Forfeited 0 0 Non-vested shares at May 31, 2019 113,635 $ 0.88 Unrestricted stock Unrestricted stock is issued to certain employees in settlement of a portion of their salaries and bonuses. Compensation expense in the consolidated statement of activities and comprehensive loss associated with these unrestricted stock issuances totaled $70, and $121, for the years ended May 31, 2019 and 2018, respectively. Stock options The Company accounts for stock option-based compensation by estimating the fair value of options granted using a Black-Scholes option valuation model. The Company recognizes the expense for grants of stock options on a straight-line basis in the consolidated statements of operations and comprehensive loss as selling, general and administrative expense based on their fair value over the requisite service period. For stock options issued during the years ended May 31, 2019 and 2018, the following assumptions were used to determine fair value: Assumptions used: 2019 2018 Expected term (in years) 5.75 5.75 Weighted average expected volatility 74.01 % 48.75 % Expected volatility range 57.06-86.3 % 48.15-49.14 % Weighted average risk-free interest rate 2.85 % 2.29 % Risk-free interest rate range 2.41-3.84 % 2.11-2.57 % Weighted average expected divident 0.00 % 0.00 % Expected dividend range 0.00-0.00 % 0.00-0.00 % Weighted average fair value per share $ 0.184 $ 0.720 Expected volatilities are based on historic volatilities from the Company’s traded shares. The expected term of options granted follows the plain vanilla method The risk-free interest rate for periods matching the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend is based on the historic dividend of the Company. A summary of option activity under the Plan as of May 31, 2019 and 2018, and changes during the years then ended is presented below: Stock Options Shares Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value Outstanding at May 31, 2018 193,350 $ 3.54 6.9 $ - Exercisable at May 31, 2018 189,350 $ 3.59 6.9 $ - Outstanding at May 31, 2019 162,204 $ 2.87 6.7 $ 0.6 Exercisable at May 31, 2019 132,203 $ 3.51 6.0 $ - The Company recorded compensation expense for stock options of $3 and $12, for the years ended May 31, 2019 and 2018, respectively, in the consolidated statements of operations and comprehensive loss. As of May 31, 2019, there is unrecognized compensation cost of $1 related to unvested stock option-based compensation arrangements granted under the Plan. The unamortized cost is expected to be recognized over a weighted-average period of 1.7 years as of May 31, 2019. The Company plans to issue new shares as settlement of options exercised. There were no options exercised during the years ended May 31, 2019 or 2018, respectively. Dividends The following table presents details of the Company’s fiscal year 2018 dividend payment: Date declared Record date Payment date Per share August 4, 2017 September 30, 2017 October 6, 2017 $ 0.0450 No dividend was declared in fiscal year 2019. |